0001104659-15-026748.txt : 20150409 0001104659-15-026748.hdr.sgml : 20150409 20150409160519 ACCESSION NUMBER: 0001104659-15-026748 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20150409 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150409 DATE AS OF CHANGE: 20150409 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONTROL4 CORP CENTRAL INDEX KEY: 0001259515 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36017 FILM NUMBER: 15761510 BUSINESS ADDRESS: STREET 1: 11734 SOUTH ELECTION ROAD CITY: SALT LAKE CITY STATE: UT ZIP: 84020 BUSINESS PHONE: 801-523-3100 MAIL ADDRESS: STREET 1: 11734 SOUTH ELECTION ROAD CITY: SALT LAKE CITY STATE: UT ZIP: 84020 8-K 1 a15-8709_18k.htm 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 


 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): April 9, 2015

 


 

Control4 Corporation

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

001-36017

 

42-1583209

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification No.)

 

11734 S. Election Road

Salt Lake City, Utah 84020

(Address of principal executive offices) (Zip code)

 

(801) 523-3100

Registrant’s telephone number, including area code

 

Not Applicable

(Former name or former address if changed since last report)

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o                      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Election of Mark Jensen and Phil Molyneux to the Board

 

On April 9, 2014, Mark E. Jensen and Phil Molyneux, were elected to the Board of Directors (the “Board”) of Control4 Corporation (the “Company”) as Class I directors, to serve until the Company’s annual meeting of stockholders in 2017. Mr. Jenson will serve as a member of the Company’s Audit Committee and Mr. Molyneux will serve as member of the Company’s Compensation Committee.

 

As non-employee directors, Messrs. Jensen and Molyneux will receive compensation in the same manner as the Company’s other non-employee directors. The Company previously disclosed the terms of non-employee director compensation in its proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 2, 2015.  Messrs. Jensen and Molyneux each entered into the Company’s standard Indemnification Agreement for Directors on substantially the same form as entered into by the other directors of the Company.

 

There are no arrangements or understandings between Mr. Jensen and any other person pursuant to which Mr. Jensen was elected as a director, and there are no transactions between Mr. Jenson and the Company that would require disclosure under Item 404(a) of Regulation S-K.  Furthermore, there are no arrangements or understandings between Mr. Molyneux and any other person pursuant to which Mr. Molyneux was elected as a director, and there are no transactions between Mr. Molyneux and the Company that would require disclosure under Item 404(a) of Regulation S-K.

 

Mr. Jensen, a veteran of Deloitte & Touche LLP, brings over 35 years of public accounting experience to the Control4 Board of Directors. At Deloitte & Touche for more than ten years, Mr. Jensen served as U.S.  Managing Partner of Audit and Enterprise Risk Services, Technology Industry, and as U.S. Managing Partner of the Venture Capital Services Group. Prior to Deloitte, for over 20 years Mr. Jensen held executive positions at Arthur Andersen LLP including: Managing Partner of its Silicon Valley Office, and Global Managing Partner of the firm’s Global Technology Industry Practice.  Mr. Jensen holds degrees from Colorado State University and Metropolitan State College of Denver.  Mr. Jensen currently serves on the Board of Directors for Lattice Semiconductor (NASDAQ: LSCC), Unwired Planet Inc. (NASDAQ: UPIP), and a private company.  Mr. Jensen is also on the Board of Directors of the National Association of Corporate Directors (NACD) — Colorado Chapter, and on the Corporate Disclosure Policy Council of the CFA Institute.

 

Mr. Molyneux currently serves as President and Chief Operating Officer at i.am.plus Inc., founded by innovator and musician will.i.am to create products that combine fashion and technology in the evolving wearables segment. Prior to Mr. Molyneux’s appointment at i.am.plus, Mr. Molyneux held executive and leadership positions at Sony for more than 25 years, including: Chairman, Sony Electronics Inc.; President and COO, Sony Electronics Inc.; Managing Director, Sony Central & Southeast Europe; Managing Director & Vice President, Sony Europe; Vice President, Computer Peripherals & Components, Sony Europe, as well as several multi-year roles in product and sales management. Mr. Molyneux graduated from Newbury Technical College and from the Polytechnic of Central London. Mr. Molyneux also serves on the Board of Directors for Innovega Inc., GreatCall Inc., and Glentham Capital Limited.

 

Press Release

 

On April 9, 2015, the Company issued a press release regarding certain of the matters described in this Item 5.02 of this Current Report on Form 8-K, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

2



 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

 

Description of Exhibits

99.1

 

Press release of Control4 Corporation, dated April 9, 2015

 

3



 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

Control4 Corporation

 

 

 

 

 

By:

/s/ Dan Strong

 

 

 

Dan Strong
Chief Financial Officer

 

Dated: April 9, 2015

 

4



 

EXHIBIT INDEX

 

Exhibit No.

 

Description of Exhibits

99.1

 

Press release of Control4 Corporation, dated April 9, 2015

 

5


EX-99.1 2 a15-8709_1ex99d1.htm EX-99.1

Exhibit 99.1

 

 

Control4 Expands Board of Directors

Appoints Mark Jensen and Phil Molyneux to Bring Additional Product, Brand, Financial and Operational Expertise to the Board

 

SALT LAKE CITY, UT. — April 9, 2015 — Control4 Corporation (NASDAQ: CTRL) today announced that Mark Jensen and Phil Molyneux have joined its Board of Directors.  Mr. Jensen will also serve on the Board’s Audit Committee, and Mr. Molyneux on its Compensation Committee.

 

Mr. Jensen, previously a Partner at Deloitte & Touche, LLP, currently serves on the Board of Directors for Lattice Semiconductor (NASDAQ: LSCC), Unwired Planet Inc. (NASDAQ: UPIP), and a private firm.  Mr. Jensen also serves on the Board of Directors of the National Association of Corporate Directors (NACD) — Colorado Chapter, and on the Corporate Disclosure Policy Council of the CFA Institute.

 

Mr. Molyneux, formerly a long-time executive with Sony, most recently as Chairman of Sony Electronics Inc., currently serves as President and Chief Operating Officer at i.am.plus Inc., based in Los Angeles, California and founded by innovator and musician will.i.am to create products that combine fashion and technology in the evolving wearables segment.

 

“Mark and Phil bring complementary sets of experience and perspective to our Board and the company,” said Martin Plaehn, chairman and chief executive officer of Control4. “Phil’s expertise spans consumer and professional electronics, marketing and selling through professional and retail channels, product and brand development, as well as global operations.  Mark’s experience and counsel as a financial and operational expert, as well as his broad business strategy and planning experience, will assist our Board and management team in serving existing customers and in creating new opportunities for our company and stakeholders.”

 

“I look forward to collaborating with Control4’s board and management team to support driving the business forward,” said Mr. Molyneux. “The smart home opportunity is significant and global.  Control4’s innovative offerings, open platform, channel leadership, and experienced team provide a strong foundation on which to build an enduring leadership position in this sector.”

 

Prior to Mr. Molyneux’s appointment at i.am.plus, he successfully held leadership and executive roles at Sony Electronics for more than 25 years, including (beginning with the most recent): Chairman, Sony Electronics Inc.; President and COO, Sony Electronics — USA; Managing Director, Sony Central & Southeast Europe; Managing Director & Vice President, Sony Europe; Vice President, Computer Peripherals & Components, Sony Europe, as well as several multi-year roles in product and sales management.  Prior to Sony, Mr. Molyneux was employed by Hewlett Packard, and before that by Aldermaston Research Establishment.  Mr. Molyneux graduated from Newbury Technical College and from the Polytechnic of Central London.

 

Mr. Jensen’s expertise and career span over 30 years of transactional, operational, and leadership experience, including accounting and advisory services on numerous IPOs, M&A transactions, and corporate financings and reorganizations.  As U.S. Managing Partner-Audit and Enterprise Risk Services, Technology Industry at Deloitte & Touche for more than 10 years, Mark served as the Audit/Advisory Partner for a broad range of technology and service companies, including as a Lead Relationship Partner for a Fortune 50

 



 

technology company. Mark also served as the U.S. Managing Partner for Deloitte’s Venture Capital Services Group until his retirement from the firm.  Prior to Deloitte & Touche, Mr. Jensen spent more than 20 years at Arthur Andersen LLP and was the Managing Partner of the Silicon Valley office, and Global Managing Partner of the High Technology Industry.  Mr. Jensen holds degrees from Colorado State University and Metropolitan State College of Denver.

 

Mr. Jensen added: “The smart home is beginning to deliver significant tangible benefits to home owners and families, and I believe Control4 is well positioned to gain share in the smart and connected home market segments.  I am excited to join the Control4 board and look forward to working with the other directors and the management team to capitalize on this global opportunity.”

 

About Control4 Corporation (NASDAQ: CTRL)

 

Control4 [NASDAQ: CTRL] is a leading provider of automation systems for homes and businesses, offering personalized control of lighting, music, video, temperature, security, communications and similar functionalities into a unified home automation solution that enhances the daily lives of its customers. Control4 unlocks the potential of connected devices, making entertainment systems easier to use, homes more comfortable and energy efficient, and families more secure. More than 75% of Control4’s consumers have integrated two or more functionalities with Control4’s solution, which is available through more than 3,000 custom integrators, retail outlets, and distributors in over 80 countries. By delivering insightfully simple control solutions that enhance the lives of individuals and families, Control4 is the automation platform of choice for consumers, major consumer electronics companies, hotels, and businesses around the world.

 

Forward Looking Statements

 

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements regarding Control4’s possible future products and financial outlook. All statements other than statements of historical fact contained in this press release are forward-looking statements. These forward-looking statements are made as of the date they were first issued, and were based on the then-current expectations, estimates, forecasts, and projections, as well as the beliefs and assumptions of management. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Control4’s control. Control4’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to, risks detailed in Control4’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission, as well as other documents that may be filed by the company from time to time with the Securities and Exchange Commission. Past performance is not necessarily indicative of future results. The forward-looking statements included in this press release represent Control4’s views as of the date of this press release. The company anticipates that subsequent events and developments may cause its views to change. Control4 has no intention and undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. These forward-looking statements should not be relied upon as representing Control4’s views as of any date subsequent to the date of this press release.

 

# # #

 

CONTACT:

Investor Relations

Mike Bishop

The Blueshirt Group

Tel: +1 415-217-4968

mike@blueshirtgroup.com

 

2


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